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D. The City and the Authority have determined that it would be in the best <br />interests of the City and the Authority to provide the funds necessary to <br />refinance the Project and fund additional projects (the "2014 Project') <br />through the offering and sale of bonds of the Authority, designated "Santa <br />Ana Financing Authority Water Revenue Refunding Bonds, Series 2014 <br />(Payable Solely from Installment Payments Secured by Water System Net <br />Revenues)" (the "Bonds "); <br />E. In order to accomplish such refinancing and financing of the 2014 Project, <br />the City and the Authority desire to enter into a new Master Installment <br />Purchase Agreement (the "Master Installment Agreement') and a First <br />Supplement to Master Installment Purchase Agreement (the "First <br />Supplement'), under which the City will make Installment Payments; <br />F. The Authority and the City desire that The Bank of New York Mellon Trust <br />Company, N.A., as trustee (the "Trustee ") and the Authority enter into an <br />Indenture (the "Indenture ") in order to provide for the issuance of the <br />Bonds; <br />G. The Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling <br />Act of 1985, commencing with Section 6584 of the California Government <br />Code (the "Act'); <br />H. The funds representing the Installment Payments payable by the City <br />under the First Supplement will be applied to the payment and redemption <br />of the Prior Bonds pursuant to an Escrow Agreement (the "Escrow <br />Agreement') by and among the City, the Authority and The Bank of New <br />York Mellon Trust Company, N.A., as escrow agent; <br />Stifel, Nicolaus & Company, Incorporated, as underwriter (the <br />"Underwriter "), has submitted to the City and the Authority a proposed <br />form of an agreement to purchase the Bonds in the form of a Bond <br />Purchase Agreement (the 'Purchase Contract'); <br />J. A form of the Preliminary Official Statement (the 'Preliminary Official <br />Statement") to be distributed in connection with the public offering of the <br />Bonds has been prepared; <br />K. Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934 <br />('Rule 15c2 -12 ") requires that, in order to be able to purchase or sell the <br />Bonds, the Underwriter must have reasonably determined that the City <br />has undertaken in a written agreement or contract for the benefit of the <br />holders of the Bonds to provide disclosure of certain financial information <br />and certain material events on an ongoing basis; <br />L. In order to cause such requirement to be satisfied, the City desires to <br />execute and deliver a Continuing Disclosure Certificate (the "Continuing <br />Disclosure Certificate "); <br />Resolution No. 2014 -048 <br />Page 2 of 6 <br />